Exhibit 10.2


    
      

    


    2006
      NONQUALIFIED STOCK OPTION AGREEMENT

     

    This
      AGREEMENT (the "Agreement") is made as of February 28, 2006 (the "Date of
      Grant") by and between GEORGIA GULF CORPORATION, a Delaware corporation
      (together with any Subsidiaries, as applicable, the "Company"), and ____________
      (the
“Optionee”).

     

    
      	
              1.

            	
              Grant
                of Stock Option.
                Subject to and upon the terms, conditions, and restrictions set forth
                in
                this Agreement and in the Company's 2002 Equity and Performance Incentive
                Plan, as amended (the "Plan"), the Company hereby grants to the Optionee
                as of the Date of Grant a stock option (the "Option") to purchase
                __,____
                shares
                of the Company's Common Stock (the "Optioned Shares"). The Option
                may be
                exercised from time to time in accordance with the terms of this
                Agreement. The price at which the Optioned Shares may be purchased
                pursuant to this Option shall be $28.91 per share, subject to adjustment
                as hereinafter provided (the "Option Price"). The Option is intended
                to be
                a nonqualified stock option and shall not be treated as an "incentive
                stock option" within the meaning of that term under Section 422 of
                the
                Code, or any successor provision thereto.


            


    

     

    
      	
              2.

            	
              Term
                of Option.
                The term of the Option shall commence on the Date of Grant and, unless
                earlier terminated in accordance with this Agreement, shall expire
                ten
                (10) years from the Date of Grant.

            


    

     

    
      	
              3.

            	
              Right
                to Exercise.
                Subject to the limitations set out below and the expiration or earlier
                termination of the Option, the Option shall vest and become exercisable
                with respect to the following number of shares on the following
                dates:

            


    

     

    
      	
              Date

            	 	
              Number
                of Shares

            
	 	 	 
	
              February
                28, 2007

            	 	 
	
              February
                28, 2008

            	 	 
	
              February
                28, 2009

            	 	 


    

    


    To
      the
      extent the Option is exercisable, it may be exercised in whole or in part.
      In no
      event shall the Optionee be entitled to acquire a fraction of one Optioned
      Share
      pursuant to this Option. The Optionee shall be entitled to the privileges of
      ownership with respect to Optioned Shares purchased and delivered to him upon
      the exercise of all or part of this Option.

     

    
      	
              4.

            	
              Forfeiture
                of Option.
                At such time as the Optionee ceases to be continuously employed by
                the
                Company, to the extent any portion of the Option has not theretofore
                become exercisable, such portion shall be forfeited. Notwithstanding
                the
                foregoing, an Optionee shall be treated as being in the continuous
                employ
                of the Company for purposes of this Section and vesting of the Option
                shall continue as provided for in accordance with Section 3 if and
                only
                for so long as all of the following conditions are met: (i) Optionee’s
                employment was terminated other than by the Company for cause; (ii)
                at the
                time such employment was terminated, the Optionee had attained the
                age of
                55; (iii) at the time such employment was terminated, the Optionee’s age,
                when added to the number of years of continuous employment of such
                Optionee by the Company, equaled or exceeded seventy (70); and (iv)
                the
                Optionee does not engage in any Detrimental Activity (together, a
                “Qualifying Retirement”). 

            


    

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      	
              5.

            	
              Transferability.
                The Option granted hereby shall be transferable by an Optionee, without
                payment of consideration therefor by the transferee, to any one or
                more
                members of the Optionee's Immediate Family (or to one or more trusts
                established solely for the benefit of one or more members of the
                Optionee's Immediate Family or to one or more partnerships in which
                the
                only partners are members of the Participant's Immediately Family);
                provided, however, that (i) no such transfer shall be effective unless
                reasonable prior notice thereof is delivered to the Company and such
                transfer is thereafter effected in accordance with any terms and
                conditions that shall have been made applicable thereto by the Company
                or
                the Board and (ii) any such transferee shall be subject to the same
                terms
                and conditions hereunder as the
                Optionee.

            


    

     

    
      	
              6.

            	
              Notice
                of Exercise; Payment.
                

            


    

     

    
      	 	
              (a)

            	
              To
                the extent then exercisable, the Option may be exercised by written
                notice
                to the Company stating the number of Optioned Shares for which the
                Option
                is being exercised and the intended manner of payment. Payment equal
                to
                the aggregate Option Price of the Optioned Shares being exercised
                shall be
                tendered in full with the notice of exercise to the Company in cash
                in the
                form of currency or check or other cash equivalent acceptable to
                the
                Company. The requirement of payment in cash shall be deemed satisfied
                if
                the Optionee makes arrangements that are satisfactory to the Company
                with
                a broker that is a member of the National Association of Securities
                Dealers, Inc. to sell a sufficient number of Optioned Shares which
                are
                being purchased pursuant to the exercise, so that the net proceeds
                of the
                sale transaction will at least equal the amount of the aggregate
                Option
                Price, and pursuant to which the broker undertakes to deliver to
                the
                Company the amount of the aggregate Option Price not later than the
                date
                on which the sale transaction will settle in the ordinary course
                of
                business.

            


    

     

    
      	 	
              (b)

            	
              The
                Optionee may also tender the Option Price by the actual or constructive
                transfer to the Company of: (i) nonforfeitable, nonrestricted Common
                Shares, (ii) nonforfeitable, nonrestricted Common Shares acquired
                by
                Optionee pursuant to the exercise of other stock options, provided
                such
                exercise occurred more than six months prior to transfer, or (iii)
                by any
                combination of the foregoing methods of payment, including a partial
                tender in cash and a partial tender in nonforfeitable, nonrestricted
                Common Shares. 

            


    

     

    
      	 	
              (c)

            	
              Within
                ten (10) days after notice, the Company shall direct the due issuance
                of
                the Optioned Shares so purchased. 

            


    

     

    
      	 	
              (d)

            	
              Nonforfeitable,
                nonrestricted Common Shares that are transferred by the Optionee
                in
                payment of all or any part of the Option Price shall be valued on
                the
                basis of their Market Value per
                Share.

            


    

     

    
      
        
        

      

      
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              (e)

            	
              As
                a further condition precedent to the exercise of this Option, the
                Optionee
                shall comply with all regulations and the requirements of any regulatory
                authority having control of, or supervision over, the issuance of
                Common
                Stock and in connection therewith shall execute any documents which
                the
                Board shall in its sole discretion deem necessary or advisable. The
                date
                of such notice shall be the exercise date.


            


    

     

    
      	
              7.

            	
              Termination
                of Agreement.
                The Agreement and the Option granted hereby shall terminate automatically
                and without further notice on the earliest of the following
                dates:

            


    

     

    
      	 	
              (a)

            	
              Three
                (3) years after the Optionee's death (if the Optionee dies while
                in the
                employ of the Company);

            


    

     

    
      	 	
              (b)

            	
              Three
                (3) years after the date of the Optionee's permanent and total disability
                that is confirmed by a licensed physician's statement if the Optionee
                becomes permanently and totally disabled while an employee of the
                Company;

            


    

     

    
      	 	
              (c)

            	
              Three
                (3) years after the Optionee’s retirement under a retirement plan of the
                Company at or after the earliest voluntary retirement age provided
                for in
                such retirement plan or retirement at any earlier age with the consent
                of
                the Board;

            


    

     

    
      	 	
              (d)

            	
              Except
                as provided on a case-by-case basis, 60 days after the date the Optionee
                ceases to be an employee of the Company for any reason other than
                as
                described in this Section 7 hereof;
                or

            


    

     

    
      	 	
              (e)

            	
              Ten
                (10) years from the Date of Grant,

            


    

     

    provided
      that, if the Optionee would have met the conditions for a Qualifying Retirement
      on the date of the occurrence of the applicable event, the Agreement and the
      Option granted hereby shall terminate in accordance with subsection (e)
      hereof.

     

    This
      Agreement shall not be exercisable for any number of Optioned Shares in excess
      of the number of Optioned Shares for which this Agreement is then exercisable,
      pursuant to Sections 3, 4 and 7 hereof, on the date of termination of
      employment, provided, however, that for purposes of this Section, if and for
      so
      long as an Optionee continues to meet the requirements for a Qualifying
      Retirement, such Optionee shall not be deemed to have “retired” for purposes of
      subsection (c) hereof or terminated his or her employment.

     

    In
      the
      event that the Optionee's employment is terminated for cause, the Agreement
      shall terminate at the time of such termination notwithstanding any other
      provision of this Agreement. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    For
      purposes of this provision, "cause" shall mean the Optionee shall have committed
      prior to termination of employment any of the following acts: (i) an intentional
      act of fraud, embezzlement, theft, or any other material violation of law in
      connection with the Optionee's duties or in the course of the Optionee's
      employment; (ii) intentional wrongful damage to material assets of the Company;
      (iii) intentional wrongful disclosure of material confidential information
      of
      the Company; (iv) intentional wrongful engagement in any competitive activity
      that would constitute a material breach of the duty of loyalty; or (v)
      intentional breach of any stated material employment policy of the Company.
      Any
      determination of whether the Optionee's employment was terminated for cause
      shall be made by the Board, whose determination shall be binding and
      conclusive.

     

    
      	
              8.

            	
              Acceleration
                of Option.
                Notwithstanding Section 3, but subject to earlier termination, the
                Option
                granted hereby shall become immediately exercisable in full in the
                event
                of a Change of Control.

            


    

     

    
      	
              9.

            	
              Rights
                of Company Upon Occurrence of Detrimental Activity.
                Upon a finding by the Board that an Optionee who has met the conditions
                for a Qualifying Retirement has engaged in any Detrimental Activity
                during
                the period of time beginning when such conditions are first met and
                ending
                when all rights under this Agreement terminate, and forthwith upon
                notice
                of such finding, the Optionee shall forfeit any unexercised Option
                (or
                portion thereof) to the Company, whether or not vested, and the Optionee
                hereby expressly agrees that the Company may exercise any and all
                other
                rights available to it under the
                Plan.

            


    

     

    
      	
              10.

            	
              No
                Employment Contract.
                Nothing contained in this Agreement shall confer upon the Optionee
                any
                right with respect to continuance of employment by the Company, nor
                limit
                or affect in any manner the right of the Company to terminate the
                employment or adjust the compensation of the
                Optionee.

            


    

     

    
      	
              11.

            	
              Taxes
                and Withholding.
                If the Company shall be required to withhold any federal, state,
                local or
                foreign tax in connection with the exercise of the Option, and the
                amounts
                available to the Company for such withholding are insufficient, the
                Optionee shall pay the tax or make provisions that are satisfactory
                to the
                Company for the payment thereof. The Optionee may elect to satisfy
                all or
                any part of any such withholding obligation by surrendering to the
                Company
                a portion of the Optioned Shares that are issued or transferred to
                the
                Optionee upon the exercise of the Option, and the Optioned Shares
                so
                surrendered by the Optionee shall be credited against any such withholding
                obligation at the Market Value per Share of such shares on the date
                of
                such surrender. The Company will pay any and all issue and other
                taxes in
                the nature thereof which may be payable by the Company in respect
                of any
                issue or delivery upon a purchase pursuant to this
                Option.

            


    

     

    
      	
              12.

            	
              Compliance
                with Law.
                The Company shall make reasonable efforts to comply with all applicable
                federal and state securities laws; provided, however, notwithstanding
                any
                other provision of this Agreement, the Option shall not be exercisable
                if
                the exercise thereof would, in the reasonable opinion of the Company,
                result in a violation of any such
                law.

            


    

     

    
      	
              13.

            	
              Adjustments.
                The Board may make or provide for such adjustments in the number
                of
                Optioned Shares covered by this Option, in the Option Price applicable
                to
                such Option, and in the kind of shares covered thereby, as the Board
                may
                determine is equitably required to prevent dilution or enlargement
                of the
                Optionee's rights that otherwise would result from (a) any stock
                dividend,
                stock split, combination of shares, recapitalization, or other change
                in
                the capital structure of the Company, (b) any merger, consolidation,
                spin-off, split-off, spin-out, split-up, reorganization, partial
                or
                complete liquidation, or other distribution of assets or issuance
                of
                rights or warrants to purchase securities, or (c) any other corporate
                transaction or event having an effect similar to any of the foregoing.
                In
                the event of any such transaction or event, the Board may provide
                in
                substitution for this Option such alternative consideration as it
                may
                determine to be equitable in the circumstances and may require in
                connection therewith the surrender of this
                Option.

            


    

     

    
      
        
        

      

      
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              14.

            	
              Relation
                to Other Benefits.
                Any economic or other benefit to the Optionee under this Agreement
                shall
                not be taken into account in determining any benefits to which the
                Optionee may be entitled under any profit-sharing, retirement or
                other
                benefit or compensation plan maintained by the Company and shall
                not
                affect the amount of any life insurance coverage available to any
                beneficiary under any life insurance plan covering employees of the
                Company. 

            


    

     

    
      	
              15.

            	
              Amendments.
                Any amendment to the Plan shall be deemed to be an amendment to this
                Agreement to the extent that the amendment is applicable hereto;
                provided,
                however, that no amendment shall adversely affect the rights of the
                Optionee under this Agreement without the Optionee's
                consent.

            


    

     

    
      	
              16.

            	
              Severability.
                In the event that one or more of the provisions of this Agreement
                shall be
                invalidated for any reason by a court of competent jurisdiction,
                any
                provision so invalidated shall be deemed to be separable from the
                other
                provisions hereof, and the remaining provisions hereof shall continue
                to
                be valid and fully enforceable.

            


    

     

    
      	
              17.

            	
              Relation
                to Plan.
                This Agreement is subject to the terms and conditions of the Plan.
                In the
                event of any inconsistent provisions between this Agreement and the
                Plan,
                the Plan shall govern. Capitalized terms used herein without definition
                shall have the meanings assigned to them in the Plan. The Board acting
                pursuant to the Plan, as constituted from time to time, shall, except
                as
                expressly provided otherwise herein, have the right to determine
                any
                questions which arise in connection with this option or its
                exercise.

            


    

     

    
      	
              18.

            	
              Successors
                and Assigns.
                The provisions of this Agreement shall inure to the benefit of, and
                be
                binding upon, the successors, administrators, heirs, legal representatives
                and assigns of the Optionee, and the successors and assigns of the
                Company. 

            


    

     

    
      	
              19.

            	
              Governing
                Law.
                The interpretation, performance, and enforcement of this Agreement
                shall
                be governed by the laws of the State of Georgia, without giving effect
                to
                the principles of conflict of laws thereof.


            


    

     

    
      	
              20.

            	
              Notices.
                Any notice to the Company provided for herein shall be in writing
                to the
                Company, marked Attention: Vice President - General Counsel and Secretary,
                and any notice to the Optionee shall be addressed to said Optionee
                at his
                or her address stated below. Except as otherwise provided herein,
                any
                written notice shall be deemed to be duly given if and when delivered
                personally or deposited in the United States mail, first class registered
                mail, postage and fees prepaid, and addressed as aforesaid. Any party
                may
                change the address to which notices are to be given hereunder by
                written
                notice to the other party as herein specified (provided that for
                this
                purpose any mailed notice shall be deemed given on the third business
                day
                following deposit of the same in the United States mail).
                

            


    

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Company has caused this Agreement to be executed on its
      behalf by its duly authorized officer and Optionee has also executed this
      Agreement in duplicate, as of the day and year first above written.

     

    


    
      	 	GEORGIA
              GULF CORPORATION
	 	 	 
	 	 	 
	 	
              By:

            	 
	 	 	
              Joel
                I. Beerman

            
	 	 	
              Vice
                President & General Counsel

            


    

     

    
      	
              OPTIONEE

            	 
	 	 	 
	 	 	 
	 	 	 
	
              Address:

            	 	 
	 	 	 


    

     

     

    6